Sinclair Capital

L.L.C

Innovation, honed by experience,tempered by common sense.

What Can We Do for You?

When we ask, "What can we do for you?" it's not a rhetorical question. Unlike most consulting firms, Sinclair Capital does not have a menu of pre-set services into which a client's problem is shoehorned. What we do have is a unique set of experiences, skills and resources is applied to your needs.

Here are some of the ways our clients have used Sinclair Capital in the past.

Corporate Governance Consulting

Shareowner Engagement. A US company asked Sinclair for analysis and advice following a failed Say-on-Pay vote. Our memorandum was presented to the Board, influencing both structural changes to the company's executive compensation program and its shareowner communications program. In another case, a Fortune 50 company asked Sinclair to provide expertise on how to negotiate with a major shareowner who had raised a potential proxy issue. The negotiations were successful and the proposal never filed. Companies also approach Sinclair for proactive advice. A natural resource company needed a way to minimize the impact of providing sustainability information to shareowners and NGOs on its barebones head office staff. Sinclair explained how to efficiently provide the vast majority of information, thereby avoiding "survey fatigue." Sinclair also prioritized of those making information requests by potential market impact.

Activists/Proxy Contests. An activist hedge fund hired Sinclair to vet two corporate targets from a corporate governance perspective and to help craft a message that would resonate with investors during the proxy contests. In both cases the activists' candidates were elected.

Benchmarking. When an Asian government was about to privatize a major telecommunications company, they called upon Sinclair and its affiliate, Davis Global Advisors, to benchmark the company's corporate governance against global norms. Sinclair's on site due diligence included engagement with management, the Board, outside lawyers, the local stock exchange and other advisors. Our written report was accepted and the company's governance improved. The IPO was successful, resulting in a private sector company with a market capitalization of nearly $12 billion.

Transactional Services. In the midst of a take-over situation, a multi-billion dollar insurance company approached Sinclair for a window into the mind of the institutional investor community. Sinclair joined the deal team, providing market advice to the client and the investment banker. The Chairman of the holding company of the insurer credits Sinclair with adding more than a billion dollars in value to the deal.

Independent Fiduciary

Creditors' Committee. Sinclair has served on the official creditors committees of some of the largest and most complicated restructurings in the world. For example, in the WorldCom restructuring, Sinclair served on the CEO selection committee and was a negotiator of the inter-creditor settlement that enabled the company to emerge from bankruptcy in a shortened time frame and create billions of dollars in value. . By having Sinclair serve as a true independent member of the committees, major holders of those companies' debt were able to avoid being restricted in their trading.

Restructuring Litigation Trust. While serving as a Board Member for a Liquidation Trust created by the Bankruptcy Court, Sinclair helped negotiate two settlements of the Trust's claims for a total of $130 million, despite two adverse decisions by courts shortly before the settlement negotiations.

Public Company Board of Directors. Confronted by a governance crisis, the Board of a major retailer asked Sinclair's managing partner to join the Board. He chaired both the investment committee and the nominating and governance committee, as well as serving on the audit committee. Both his governance and investing skills were called upon; he helped steer the company through its governance crisis and saved its pension funds hundreds of millions of dollars by properly positioning them going into the global financial crisis.

Private Company Board of Directors. Sinclair helped prepare this private-equity owned company to go public. Before that could happen, the company attracted a takeover offer at a very attractive price, resulting in a major gain for the original private equity sponsor.

Investment/Portfolio Services

Investment Committee. Sinclair has served on numerous investment committees, from a start-up registered investment advisor to a hedge fund to a hedge fund of funds to the treasury department of a major international bank. Given Sinclair's independence, those firms have particularly valued Sinclair's ability to be the "antidote to group think" as well as the decades of institutional investing experience it brings.

Due Diligence. Sinclair has diligence hundreds of asset managers, from traditional stock pickers to quantitative managers to hedge funds. Recently, we helped create the entire investment program, and then select the managers, for a new registered investment advisor. Two years after launch, the performance of the program is above benchmark.

Self-Diagnostics for Asset Managers. A mortgage hedge fund was unable to attract institutional capital. Sinclair performed a top-to-bottom institutional-quality due diligence, examining front-, middle- and back-office issues, as well as marketing, terms and conditions, and principal qualifications. The partners agreed to implement 28 of the 32 specific, actionable recommendations. Assets increased more than 50% in a year.

Product Development. Sinclair advised a major global asset management company about what fixed income products should be created, given the firm's skill sets, resources, culture, and market position.

Product Evaluation. A merchant bank asked Sinclair to evaluate a hedge fund it had seeded with money from a key client. The fund was suffering from sub-standard and volatile performance. Sinclair was able to institute risk guidelines which improved performance. However, we also explained that the history and circumstances of the fund made commercial viability doubtful. The merchant bank took Sinclair's advice, closed the fund, returned the seed money to the client and salvaged the relationship.

Qualitative Risk Management. Sinclair was hired by a $300 billion global asset manager to examine its subsidiary institutional asset managers in the US, Canada and the UK. Sinclair uncovered a number of issues, often in time to avoid issues which later plagued other asset management firms, such as the split capital trust debacle of the early 2000s in the UK. The parent company then put Sinclair on retainer to prepare outside opinions on all new products developed by the subsidiaries and report to the parent's risk management committee.

Outsourced Senior Management

Sub-contracted Expertise. Sinclair thinks like an institutional investor with particular knowledge of portfolio construction, corporate governance and risk management issues. That has proven useful to a number of other professional organizations. A boutique investor relations firm retains Sinclair to provide corporate governance and shareowner engagement services to its clients. A risk management firm used Sinclair to add capacity. A law firm hired Sinclair to ghost write articles on corporate governance for its senior partner.

Crisis Management/Project Management. A major international bank sought to create a Bermuda reinsurance company as part of its plan to outsource its proprietary trading desk. The assets were to be managed by various alternative investment managers. With just two weeks until the plan was to go live, allocations had not been finalized, no contracts had been executed and the bank's internal counsel was objecting to some terms and conditions. Sinclair moved into the bank, recruited Sinclair affiliate Wolfehaus (a specialty consultant with deep bank and commodity expertise) and established a "war room". We managed to resolve the bank's legal concerns by convincing commodity trading advisors to create new limited liability commodity pools, facilitated the execution of scores of documents, and managed to have the program go live, as scheduled, with the vast majority of assets deployed. One asset manager, who sought to take advantage of the tight deadlines to change its terms, was not included in the program at Sinclair's suggestion.

Contact our team of institutional investing professionals now at (646) 734-4012 in New York, New York, to find out how we can assist you and your business.